Align Research – Statement re Vox Markets

October 10, 2019 | Posted by

We note the RNS released by PCG Entertainment Plc this morning which is defamatory and thus respond as below:

The proposed combine of Align/Vox/PCGE had in fact raised sufficient funds that were required for the reverse transaction in accordance with the working capital requirements. This raising was largely through Align Research’s connections and efforts. Termination of the transaction was effected by Vox Markets following threats of violence by Mr Martin Luke against the principal of Align (Richard Jennings) and his family. At that point the relationship broke down completely between Align & Vox. We leave all parties to reflect on those actions and the character of Mr Luke.

To be completely clear again – Align Research’s principal Richard Jennings had raised the required funds for the transaction through his connections as confirmed in the RNS by PCG Entertainment HERE. The specific wording in that update RNS from PCGE being – “Following our RNS of 10 Oct 2019 we, as a board, can confirm that the funding required for the transaction in accordance with the working capital requirements had been raised. We also further confirm that during the due diligence period there was no adverse legal, regulatory or financial materials that were found in relation to Align Research.”

Pertinently, it is telling that in the capital raise not one existing Vox shareholder was prepared to follow their money and invest. Vox Market’s principal Martin Luke was in fact ready to close the deal just hours before the termination and below is an email as received from him proving this point:

“From: Martin Luke []
Sent: 03 October 2019 14:19

To: richard.jennings
Subject: T&C’s on Stock.

Thankfully, we appear to be in the final throws (sic) of the deal, goes without saying that should the deal fall apart then A) I’ll be physically sick & B) I will of course, honour our 50/50 agreement.

Kind Regards

Martin Luke

Chief Executive Officer

Vox Markets Limited”

It is thus disingenuous of Martin Luke to make the comments in his reason for termination as stated in the RNS of this morning. Funding was secured, he was ready to close and the Admission Document was in with NEX.  

Finally, the valuation of the as proposed combine of £6m was, from a current profitability perspective, almost exclusively supported by the profit generation of Align with near seven figures of audited profits being generated by the half year stage to August this year alone as opposed to a tiny fraction of this by Vox Markets. Based upon the PBT projections prepared by Vox’s own proposed FD, ex the Align business contribution, Vox is expected to run at a nominal breakeven level for the year end Sep 2020 – this would be the FIFTH year in a row where there has been no PBT and near £1.3m of shareholders funds spent for no cash profit return. In contrast, Align is projected to make in excess of £1m on a PBT this current financial year based on the current run rate – all from invested shareholder capital of £50,000 – a stark illustration of the respective value of each entity.

Align Research remains a well capitalised highly profitable business and looks forward to the future with confidence.